Rainmaker Worldwide Inc. 8-K

What Happened
Rainmaker Worldwide Inc. (RAKR) filed an 8-K reporting that on January 12, 2026 it issued 35,469 shares of Series A Preferred Stock to MAS Capital Investments Inc. under a subscription agreement. The preferred shares were issued at US$1.00 per share for aggregate consideration of US$35,469, consisting of US$10,000 in cash and US$25,469 by converting existing accounts payable owed to the investor. The issuance was made in a private transaction relying on Section 4(a)(2) of the Securities Act.

Key Details

• 35,469 Series A Preferred Shares issued at $1.00 per share; total consideration $35,469.
• Payment: $10,000 cash; $25,469 satisfied by converting accounts payable to MAS Capital.
• Issuance date: January 12, 2026. After the issuance, 241,007 Series A Preferred Shares were outstanding.
• Investor: MAS Capital Investments Inc. (accredited investor, not a related party); Preferred shares are convertible into common stock per the Company’s Certificate of Designation.

Why It Matters
This transaction modestly raises cash ($10,000) while converting $25,469 of the company’s liabilities into equity, which reduces short-term obligations and strengthens balance sheet flexibility by a small amount. Because the preferred shares are convertible into common stock, the issuance can affect future common-share dilution depending on conversion terms (outlined in the Certificate of Designation). The filing confirms the sale was a private, non‑public offering to an accredited investor and not a related-party transaction.